Amaero Re-domiciliation: Schemes Become Effective
Rhea-AI Summary
Amaero (OTC:AMROF, ASX:3DA) confirmed that Federal Court of Australia orders approving schemes of arrangement with shareholders and option holders have been lodged with ASIC, making the re-domiciliation schemes effective on 11 June 2026. Amaero shares are suspended from ASX trading from close of that date.
Amaero US HoldCo CDIs begin ASX trading on a deferred settlement basis on 12 June 2026, with a record date of 15 June, implementation on 22 June, and normal T+2 trading from 23 June 2026, subject to possible timetable changes.
AI-generated analysis. Not financial advice.
Positive
- Federal Court of Australia approval makes re-domiciliation schemes effective 11 June 2026
- Clear ASX timetable for transition to Amaero US HoldCo CDIs
- Normal T+2 trading in Amaero US HoldCo CDIs targeted from 23 June 2026
Negative
- Amaero shares suspended from ASX trading from close of 11 June 2026
- Scheme implementation timetable subject to change due to external factors and approvals
MCDONALD, Tenn., June 11, 2026 (GLOBE NEWSWIRE) -- Amaero Ltd (ASX:3DA, OTCX:AMROF) (“Amaero” or the “Company”), leading U.S. domestic producer of high-value refractory and titanium alloy powders for additive and advanced manufacturing, and a leader in PM-HIP (Powder Metallurgy Hot Isostatic Pressing) manufacturing is pleased to announce that an office copy of the orders made by the Federal Court of Australia (“Court”) approving the schemes of arrangement between Amaero and its shareholders (the “Share Scheme”) and Amaero and its option holders (the “Option Scheme”, and together with the Share Scheme, the “Schemes”) has been lodged with the Australian Securities and Investments Commission (“ASIC”) today.
An office copy of the orders made by the Court as lodged with ASIC are attached to this announcement.
Amaero shares will be suspended from trading on the ASX with effect from close of trading today, 11 June 2026.
| Event | Date |
| Effective Date of the Schemes | Thursday, 11 June 2026 |
| Last date of trading of Amaero Shares on ASX | Thursday, 11 June 2026 |
| Amaero US HoldCo CDIs to commence trading on ASX on a deferred settlement basis | Friday, 12 June 2026 |
| Record Date for determining entitlements to the consideration under the Schemes | 7:00pm (Sydney time) on Monday, 15 June 2026 |
| Implementation Date for the Schemes | Monday, 22 June 2026 |
| Amaero US HoldCo CDIs to commence trading on a normal T+2 settlement basis on ASX | Tuesday, 23 June 2026 |
| Dispatch of Amaero US HoldCo CDI holding statements | Wednesday, 24 June 2026 |
| Dispatch of Amaero US HoldCo Option holding statements | Friday, 26 June 2026 |
*Except where otherwise specified, all times and dates in the above timetable are references to the time and date in Sydney, Australia unless otherwise stated and all such times and dates are subject to change. The actual dates and times will depend on many factors outside the control of Amaero and Amaero US HoldCo, including the Court approval process and the satisfaction or waiver of the conditions precedent to the Schemes. Due to the time zone differences between Australia and the United States, certain actions relating to implementation of the Schemes may occur on Thursday, 18 June 2026 during US business hours so as to enable implementation to occur on Monday, 22 June 2026 during Australian business hours. Any changes to the above timetable will be announced to ASX and will be available on Amaero’s website at https://www.amaeroinc.com/.
Authorized for release by the Chairman and CEO (ASX:3DA; OTC:AMROF).
For further information, please contact:
Amaero Ltd
Hank J. Holland
Chairman and CEO
hank.holland@amaeroinc.com
Media & Investor Enquiries in Australia
Jane Morgan
Director
jm@janemorganmanagement.com.au
Media & Investor Enquiries in United States
Shannon Devine
MZ Group
amaero@mzgroup.us
About Amaero
Amaero Ltd (ASX:3DA, OTCX:AMROF) is a dual ASX and OTC-listed company with manufacturing and corporate headquarters located in Tennessee, U.S. Amaero is a leading U.S. domestic producer of high-value refractory and titanium alloy powders for additive and advanced manufacturing of components utilized by the defense, space, aviation, and medical industries. The technical and manufacturing team brings decades of experience and know-how with pioneering work in gas atomization of refractory and titanium alloys. The Company has commissioned advanced gas atomization technology with an industry leading yield of AM powder. The Company is also a leader in PM-HIP (Powder Metallurgy Hot Isostatic Pressing) manufacturing of near-net-shape powder parts with forged-equivalent material properties and microstructure for a variety of alloys. PM-HIP manufacturing is helping alleviate the strained domestic supply chain for large scale castings and forgings.
Disclaimers
This announcement and the information contained herein does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such offer would be illegal. Any securities described in this announcement have not been registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Amaero makes no representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward-looking statement or any outcomes expressed or implied in any forward-looking statement. The forward-looking statements in this announcement reflect expectations held at the date of this document. Except as required by applicable law or the ASX Listing Rules, Amaero disclaims any obligation or undertaking to publicly update any forward-looking statements, or discussion of future financial prospects, whether as a result of new information or of future events.
The information contained in this announcement does not take into account the investment objectives, financial situation or particular needs of any recipient and is not financial product advice. Before making an investment decision, recipients of this announcement should consider their own needs and situation and, if necessary, seek independent professional advice. To the maximum extent permitted by law, Amaero and its officers, employees, agents and advisers give no warranty, representation or guarantee as to the accuracy, completeness or reliability of the information contained in this presentation. Further, none of Amaero nor its officers, employees, agents or advisers accept, to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this announcement.
| Federal Court of Australia – Court Order | ||
| District Registry: New South Wales Registry | ||
| Division: General | No: NSD640/202 | |
| AMAERO LTD ACN 633 541 634 – Applicant | ||
| ORDER | ||
| JUDGE: | Justice Owens | |
| DATE OF ORDER: | 10 June 2026 | |
| WHERE MADE: | Sydney | |
| THE COURT ORDERS THAT: | ||
| 1. | Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between the Plaintiff and its shareholders in the form set out in Annexure C to the Plaintiff’s Scheme Booklet, a copy of which is Exhibit 2 in these proceedings, be approved | |
| 2. | Pursuant to section 411(4)(b) of the Corporations Act, the scheme of arrangement between the Plaintiff and its option holders in the form set out in Annexure D to the Plaintiff’s Scheme Booklet, a copy of which is Exhibit 2 in these proceedings, be approved. | |
| 3. | Pursuant to section 411(12) of the Corporations Act, the Plaintiff be exempted from compliance with section 411(11) of the Corporations Act in relation to the schemes approved in Orders 1 and 2 above. | |
| 4. | These orders be entered forthwith. | |
| Date orders authenticated: 10 June 2026 Registrar | ||
| Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. | ||
